Sellers’ Representative and Related Matters. (a) Appointment; Sellers’ Representative’s Limited Role. Shareholder Representative Services LLC is hereby appointed as the representative, agent and attorney-in-fact of each Seller for all purposes of this Agreement, the Escrow Agreement, the Registration Rights Agreement and any agreements ancillary hereto. Shareholder Representative Services LLC or any successor of Shareholder Representative Services LLC hereunder (“Sellers’ Representative”) is only a party to this Agreement for the purpose of performing as Sellers’ Representative. Sellers’ Representative has no obligation to incur or pay any expense in connection herewith, including that Sellers’ Representative has no obligation (indemnification or otherwise) for any Loss of any other Party. Sellers shall be responsible to Buyer and Merger Sub for any breach by Sellers’ Representative of its obligations hereunder. Sellers’ Representative may resign at any time. Sellers’ Representative may be changed or replaced, and any vacancy in the position of Sellers’ Representative may be filled, in each case by affirmative action of Sellers holding a majority of the economic interests in the remaining portion of the Sellers Expense Amount. No bond will be required of Sellers’ Representative. Sellers’ Representative will inform Buyer of any such resignation or other change.
Sellers’ Representative and Related Matters
